Woodward, Inc.

Compensation Philos ophy and Strategy

To promote the creation of long-term stockholder value and the achievement of Company objectives, we designed our executive compensation philosophy to help us achieve the following goals:

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attract, retain and motivate superior talent who exemplify core values expressed in our Constitution;

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maintain a market-based strategy that provides a competitive total compensation opportunity, without strictly benchmarking compensation to a specific percentile of our peer group;

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align to key business strategies, financial performance, stockholder interests and long-term Company value;

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provide an appropriate mix of fixed vs. variable pay and short-term vs. long-term pay; and

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focus on pay-for-performance by ensuring that a significant portion of total compensation opportunity is variable compensation that directly ties to Company performance. Our variable compensation plans are designed so that the payout opportunity is directly linked to the achievement of challenging pre-determined financial metrics and other objectives. Company performance significantly influences the total compensation ultimately delivered to our executives.

Consideration of Stockholder Say-on-Pay Vote

In January 2024, more than 94% of our stockholders approved our Say-on-Pay proposal. The Human Capital & Compensation Committee determined that the favorable vote demonstrated strong stockholder support for Woodward’s overall executive compensation approach, and further determined that current practices and processes did not require any significant modifications to achieve the desired results or to address stockholder concerns. The Human Capital & Compensation Committee will continue to consider the outcome of these advisory votes and feedback from our stockholders when evaluating future executive compensation arrangements.

Role of the Human Capital & Compensation Committee

The Human Capital & Compensation Committee annually:

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determines our CEO’s compensation by evaluating his performance against a set of objectives through a defined process led by the Human Capital & Compensation Committee Chairperson, involving all independent Board members;

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determines the compensation arrangements for our other executive officers;

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reviews and reassesses our executive compensation program, including the performance of an annual risk assessment;

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reviews and approves the plan design and performance metrics for the Enterprise Incentive Plan (the "EIP");

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reviews, approves, and administers our equity compensation plans; and

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approves and/or delegates approval of individual equity grants.

In making executive compensation decisions for fiscal year 2024, the Human Capital & Compensation Committee sought the assistance of its independent compensation consultant, FW Cook, as well as our CEO and our management team (except with respect to their own compensation). The Human Capital & Compensation Committee reviewed the cash and equity compensation and other compensation components for our executive officers to ensure they would be properly incentivized and rewarded for their and the Company’s performance. No employees were present during the discussion of their own compensation.

Role of Management

In making executive compensation decisions, the Human Capital & Compensation Committee solicits input from management, as appropriate, with respect to individual and Company performance. The CEO provides an evaluation of executive officer performance and, in coordination with FW Cook, makes recommendations with respect to executive officer compensation (other than with respect to his own compensation).

In coordination with FW Cook, management develops and recommends short- and long-term incentive plan structure, design, performance measures, and targets, and further provides background information regarding our strategic objectives, performance evaluation process, talent management, and succession planning.

All decisions regarding executive compensation are ultimately made by the Human Capital & Compensation Committee.

Role of the Compensation Consultant

The Human Capital & Compensation Committee retains FW Cook as its independent executive compensation consultant to support the Committee’s oversight of our executive compensation program. FW Cook reports directly to the Human Capital & Compensation Committee. FW Cook regularly participates in Human Capital & Compensation Committee meetings, both with and without management, and advises the Human Capital & Compensation Committee on compensation trends and best practices, program design, and the process used to determine the reasonableness of individual compensation awards. In addition, FW Cook informs the Human Capital & Compensation Committee of regulatory developments, market trends, and corporate governance matters related to executive compensation.

FW Cook was initially retained during fiscal year 2023 and advised on all aspects of the redesign of the Company’s LTI Plan effective for fiscal year 2024, in addition to numerous other impactful and substantive contributions to the Company’s executive compensation program. FW Cook also provides guidance to the Nominating and Governance Committee with respect to non-employee director compensation. FW Cook does not advise management and receives no compensation from the Company for services other than those provided to the Board.

Compensation Consultant Independence

The Human Capital & Compensation Committee annually reviews the independence of its independent compensation consultant. Based on the six factors for assessing independence and identifying potential conflicts of interest that are set forth in Rule 10C-1(b)(4) of the Exchange Act of 1934 (the “Exchange Act”), Rule 5605(d)(3)(D) of the Nasdaq listing rules, and such other factors as were deemed relevant under the circumstances, the Human Capital & Compensation Committee has determined that FW Cook is independent and that its work does not raise any conflict of interest.

Competitive Market-Based Compensation Approach

Our executive compensation program is benchmarked to be competitive with our compensation peer group. In consultation with FW Cook, the Human Capital & Compensation Committee reviews the compensation peer group annually, and makes modifications if appropriate. In April 2023, the Human Capital & Compensation Committee approved a compensation peer group for fiscal year 2024 compensation decisions based on the following criteria:

Based on its annual review, the Human Capital & Compensation Committee determined to remove Teledyne Technologies, Inc. from the fiscal year 2024 compensation peer group due its acquisition of FLIR Systems, Inc., which significantly changed Teledyne’s business profile, and because its revenue and market capitalization were near the top of the targeted ranges. At the time the 2024 compensation peer group was approved, Aerojet Rocketdyne Holdings had not yet been acquired by L3Harris Technologies, Inc., thus no other changes were made to the fiscal year 2024 compensation peer group as compared to 2023. Woodward’s revenues at the time of approval of this compensation peer group were positioned around the 29 th percentile of the peer group and our market capitalization was positioned at the 30 thpercentile. The companies comprising the fiscal year 2024 compensation peer group were as follows:

Use of Comparative Market Data

Our executive compensation program is designed to provide total compensation opportunities that are competitive with the compensation offerings in our compensation peer group. The Human Capital & Compensation Committee considers quantitative comparative data from our compensation peer group in determining each element of compensation for each NEO, without targeting a specific percentile.

The Human Capital & Compensation Committee views competitive market information as a helpful reference, but this information is not the sole determinant of our executive compensation. In establishing appropriate compensation opportunities for executive officers, the Human Capital & Compensation Committee considers other factors, including, but not limited to, depth of experience, tenure in position, past performance, internal equity, and retention risk.